The 33rd Annual General Meeting of Shareholders of Thai Poly Acrylic Public Company Limited ...

14 Pages·2017·0.14 MB·English

Attachment 1

The 33rd Annual General Meeting of Shareholders
of

Thai Poly Acrylic Public Company Limited

Date, Time and Venue
The meeting was held on April 27, 2017 at 10.00 a.m. at the Royal City Hotel, Bangkok Noi 1 Room, 3rd Floor,
Borom Rajchonni Road, Bangbumru Sub-district, Bangplad District, Bangkok Metropolis.

As Chairman of the Board of Directors could not attend the event, the meeting elected Mr. Suchitr Srivetbodee
to act as the Chairman of the meeting.

The Chairman called the meeting to order and introduced the attending directors, management and invitees
to the meeting.

Attending Directors

1. Mr. Suchitr Srivetbodee Deputy Chairman of the Board of Directors and Managing Director
2. Mr. Hans Henrick Melchior Executive Director
3. Mr. Rakchai Sakulteera Executive Director
4. Dr. Anuphan Kitnitchiva Independent Director and Chairman of Audit Committee
5. Mr. Jan Dam Pedersen Independent Director and Member of Audit Committee
6. Mr. Kulvech Janvatanavit Independent Director and Member of Audit Committee

Not attending Directors

1. Mr. Annie Sophia Veerman Chairman of the Board of Directors
2. Mr. Benjamin James Harris Non-Executive Director
3. Mr. Tomotsu Tamaki Non-Executive Director

Attending management

1. Mr. Thanawat Kulprasetrat Human Resource/Legal Manager
2. Mr. Thanetr Khumchoedchoochai Logistic Manager

Legal Consultant

Mr. Surat Chandkaew Shareholders and votes count reviewer
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Representative from EY Office Limited

Ms. Watoo Kayankannavee Certified Public Accountant
Mr. Sachet Pincharoen Audit Manager

Company’s Secretary

Mr. Rakchai Sakulteera Company Secretary
Ms. Sunisa Vorathanyakij Assistant Company Secretary

Voting procedure

Before the meeting commenced, Chairman notified the meeting of the voting procedure whereby one
share equals one vote and the meeting would be proceeded on the respective agenda without any
addition to the agenda items. Voting in the resolution proposed for consideration and approval in each
agenda would be casted by marking “Cross” in the voting card provided. The voting card contained
color boxes for vote casting as detailed below.

Green Box means Approve
Red Box means Not Approve
Yellow Box means Abstain

Voting result and conclusion of the resolution

In each agenda required vote casting for resolution, Chairman would notify the shareholders or proxy of
the shareholders to cast the vote in the voting card.

Chairman notified the meeting of the meeting attendees as follows:

• 6 directors from a total number of directors of 9 persons
• 42 shareholders (including those came in during the meeting), holding an aggregate numbers
of 103,239,451 shares from a total 121,500,000 shares, which accounted for 84.97% of total issued
shares
• 11 self-attending shareholders, holding an aggregate numbers of 350,600 shares, which
accounted for 0.29%
• 31 proxies, holding an aggregate numbers of 102,888,851 shares, which accounted for 84.68

This constituted a quorum required by the Company’s Article of Association, certified by Mr. Surat
Chandkaew, Legal Consultant of the Company. The Chairman declared the meeting open. The meeting was
proceeded with the business on the agenda as follows:

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Agenda Item 1: To consider and approve the Minutes of the 32nd Annual General Meeting of
Shareholders held on April 26, 2016
Chairman informed the meeting that the 32nd Annual General Meeting of Shareholders was held at the
Royal City Hotel, Bangkok Noi 1 Room, 3rd Floor, Borom Rajchonni Road, Bangbumru Sub-district,
Bangplad District, Bangkok Metropolis on April 26, 2016. The Minutes of the Meeting was prepared within
14 days following the day of the Annual General Meeting, and submitted to the Stock Exchange of
Thailand and the Ministry of Commerce within the period specified by law.

The Board of Directors’ opinion Chairman proposed the meeting to adopt the minute of the

32nd Annual General Meeting of Shareholders held on April 26,

2016

Resolution: The meeting passed a resolution adopting the minute of the 32nd Annual General Meeting
of Shareholders held on April 26, 2016. The voting result was as follows:

Approved 103,058,351 Votes accounted for 100.00%

Not approved 0 Votes accounted for 0.00%

Abstained 0 Votes accounted for 0.00%

Total 103,058,351 Votes accounted for 100.00%

Agenda Item 2: To report the Company’s Business Performance for the year 2016

Chairman informed the meeting of the operating results of 2016 as follows:

2559 2558 2557
Revenue (Million Baht) 1,047.04 1,150.37 1,245.35
Cost of goods sold (Million Baht) 828.65 937.68 1,084.52
Sales and administrative
(Million Baht) 131.47 133.03 121.20
expense
Net income (Million Baht) 69.35 62.14 31.42
Earnings per share (Baht) 0.57 0.51 0.26
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Number of shares (Million Baht) 121.50 121.50 121.50
Assets (Million Baht) 985.98 927.96 934.32
Liabilities (Million Baht) 317.75 280.49 323.80
Shareholders’ equity (Million Baht) 668.23 647.48 610.52
Book values per share (Baht) 5.49 5.33 5.02

For the operating result of 2016, revenue was at Baht 1,030.47 million (Baht 1,127.22 million in 2015),
Therefore, the Company's revenue was decreased from the last year by Baht 96.76 million or 8.5%.

The Company’s net profit in 2016 was Baht 69.36 million (Net earnings after taxes were Baht 62.14 million in
2015), which was Baht 7.22 million (or 11.6%) increased from the previous year.

In 2016, the Earnings per share was Baht 0.57 per share (Baht 0.51 per share in 2015), which was Baht 0.06
(or 11.7%) increased from the previous year.

Note:
The Company's revenue decreased in 2016 because the sales volume of extrusion (especially, ABS and
HIPS sheet) was significantly decreased, which resulted in the decrease of the Company’s total sales.

The Company’s net profit has increased because the sales volume of acrylic sheets in Q2 and Q3 increased
while the cost of MMA (Methyl Methacrylate) which is main raw material for the production has dropped.

Agenda Item 3: To consider and approve the Financial Statements for the fiscal year
ended December 31, 2016

The Financial Statements for the fiscal year ended December 31, 2016 consist the statements of financial
position and the statement of comprehensive income, which have been audited by a certified public
accountant, as shown in the Annual Report for 2016.

The Board of Directors’ opinion: Agree to propose to the Annual General Meeting of
Shareholders for consider and approve the Financial
Statements for the fiscal year ended December 31, 2016

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Resolution: The meeting passed a resolution approving the Financial Statements for the fiscal year
ended 31 December 2016. The voting result was as follows:

Approved 103,060,351 Votes accounted for 99.88%

Not approved 0 Votes accounted for 0.00%

Abstained 119,100 Votes accounted for 0.12%

Total 103,179,451 Votes accounted for 100.00%

A shareholder advised that:
The Financial Statement sending to the shareholders should be prepared in paper sheet, rather than in CD,
for shareholders be convenient in reviewing same.

A shareholder questioned that:

In 2016, why did the net profit improved while the revenue declined?

The Chairman replied that:
The Company’s revenue declined because the Company has lost its markets in ABS and HIPS Sheet from
fridge manufacturing customers (e.g., Sharp and Hitachi) as they have installed their own in-house
production in the companies. However, in Q3, the Company had a new fridge manufacturing customer (i.e.,
Samsung) with high order volume. Although, total sales of this new customer could not yet substitute the
losing markets but it could support overall sales of the Company to some extent.

In terms of increased net profits, this was due to the sale volumes of acrylic sheets. Gross margins were
quite high because the prices of the main raw material, i.e., MMA, did not rise.

A shareholder questioned
What is the prospect of the Company’s business operation in this year 2017?

The Chairman replied
Situation of the sales of extrusion in refrigerator customers may not change. However, the Company has
started a new extrusion system. Machines currently producing ABS will also be used for manufacturing new
products e.g., Polypropylene or HIPS Conductive Anti Static, which specifically used particularly for
electronic products. The Company anticipates that new products could substitute losing market from
refrigerator customers. Therefore, the Company is aiming to produce more non-fridge products this year.

A shareholder questioned
What is the prospect of the new products?

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The Chairman replied
It is getting better. However, the Company may need to spend some money for investment, such as buying
machine equipments for increasing more capacity of the machines. Although, the new products could not
immediately substitute the lost of fridge market, but the Company anticipates that, with these new products,
the Company will have various kinds of products and does not need to rely on only one product just like
what happened with the fridge products in the past.

A shareholder questioned
Does the Company manufacture LED screen?

The Chairman replied
The Company does not manufacture LED screen for TVs or computers. However, the Company does
manufacture plastic sheets for producing LED light box.

A shareholder questioned
As the amounts of dividends payable to shareholders are quite high, what is the prospect of the dividends
payable to shareholders of next year?

The Chairman replied
It could not tell now. However, business operation is continuing. Although, there are obstacles, but the
boards of directors and the management team are trying their best to solve problems and bring the
Company back to the better level as soon as possible.

The Chairman informed that:
There is a question from an absent shareholder asked if the Company has any plan to invest in any
additional business. The Chairman would like to advise the meeting that although the Company has not had
a plan to invest in mega project now, but the Company is developing machines, production quality, product
quality to maintain its leadership in products and market.

Agenda Item 4: To consider and approve the appropriation of profit and the payment of dividends for
the year 2016

The Company has allocated legal reserve of ten percent of the registered capital in accordance with Section
116 of the Public Limited Companies Act B.E. 2535. Therefore, the Company was not required to set aside
additional legal reserve. It was the Company policy to distribute dividends at a rate as approved by the
shareholders on a case-by-case basis. For dividend payment consideration for the year 2016, the Company
proposed dividend payment of Baht 0.50 per share for 121,500,000 ordinary shares, for a total consideration
of Baht 60,750,000. The dividend payment for the year 2016 will be paid from retained earnings which
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applied 20% of corporate income tax. Shareholders who are individuals can refund their tax credit
according to Section 47 Bis of the Revenue Code. Presented below is the detail of 2016 dividend payment:

Retained earnings Corporate income tax rate Dividend (Baht/share) Amount
Year 2015 20% 0.50 60,750,000
Total 0.50 60,750,000

The Board of Directors fixed the record date on 11 May 2017 for the rights to receive dividends and to close
the share register book for collecting shareholders’ names in accordance with Section 225 of the Securities
and Exchange Act on 12 May 2017 and to fix the date of dividend payment on 23 May 2017.
Presented below is the comparison with last year’s dividend payment:

Dividend Distribution 2016 (proposed) 2015 (previous year)
1. Net profit (Baht) 69,356,992 62,140,210.48
2. Number of shares (share) 121,500,000 121,500,000
3. Dividend per share (Baht/share) 0.50 0.40

4. Total paid dividends (Baht) 60,750,000 48,600,000
5. Dividend payout ratio (%) 87.59 78.21

The Board of Directors’ opinion: The Board agreed to propose the Annual General Meeting of
Shareholders to consider and approve the appropriation of profit
and dividend payment for 2016 at Baht 0.50 per share for
121,500,000 ordinary shares, for a total consideration of Baht
60,750,000. The dividend payment for the year 2016 will be paid
from retained earnings which applied 20% corporate income
tax. Shareholders who are individuals can refund their tax credit
according to Section 47 Bis of the Revenue Code. Presented
below is the detail of 2016 dividend payment:

Retained earnings Corporate income tax rate Dividend (Baht/share) Amount
Year 2015 20% 0.50 60,750,000
Total 0.50 60,750,000

The Board of Directors fixed the record date on 11 May 2017 for the rights to
receive dividends and to close the share register book for collecting
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shareholders’ names in accordance with Section 225 of the Securities and
Exchange Act on 12 May 2017 and to fix the date of dividend payment on 23 May
2017.

A shareholder questioned
Due to the fact that Company has paid its dividends in equivalent of 78.21% of the net profit in last
year, while the dividends in this year was increasing to 87.59% of the net profit. What are the criteria
considered for the payment of dividends?

The Chairman replied
Company did briefly consider going on liquidity and the Company’s investment policy, machinery
maintenance activities or other internal activities, respectively. The Company decided to increase its
dividends in this year because it is better than depositing money with the Bank and receiving low rates of
interest.

Resolution: The meeting passed a resolution approving the appropriation of profit and the payment of
dividends for the year 2016 as proposed. The voting result was as follows:

Approved 103,239,451 Votes accounted for 100.00%

Not approved 0 Votes accounted for 0.00%

Abstained 0 Votes accounted for 0.00%

Total 103,239,451 Votes accounted for 100.00%

Agenda Item 5: To consider and approve the appointment of the auditor and the auditor’s remuneration
for the year 2017

The Audit Committee has considered and selected EY Office Limited, the existing auditor, as the Company’s
auditor for the year 2017 as EY Office Limited has professional standards, independence and has
performed effectively with the Company’s staff. EY Office Limited has provided its services to the Company
for 6 years (since 2011). EY Office Limited has assigned any one of the following persons to act as the
Company’s auditor:
1. Ms. Supannee Triyanantakul, Certified Public Accountant License No. 4498, or
2. Ms. Chonlaros Suntiasvaraporn, Certified Public Accountant License No. 4523, or
3. Ms. Watoo Kayankannavee, Certified Public Accountant License No. 5423

Ms. Watoo Kayankannavee has been assigned to be in charge of the audit and to provide opinions and
sign on the Company’s financial statements. In the event that Ms. Watoo Kayankannavee is unable to
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perform her duties, Ms. Supannee Triyanantakul or Ms. Chonlaros Suntiasvaraporn would be assigned
to perform the audit and opine on the Company’s financial statements.

The auditor’s remuneration for the year 2017 would be fixed at Baht 1,290,000 (Baht 1,080,000 in 2016).
Out-of-pocket expenses such as travelling expenses, fax and photocopying charges will be charged to the
Company at actual cost.

The auditors whose names are proposed have no relationship and/or interest with the Company/ the
executives/ the major shareholders, or any of their related parties whatsoever.

The Board of Directors’ opinion: proposes for the Annual General Shareholders Meeting to consider and
approve the appointment of any one of the following persons from EY
Office Limited to act as the Company’s auditor for the year 2017:

1. Ms. Supannee Triyanantakul Certified Public Accountant License No. 4498, or
2. Ms. Chonlaros Suntiasvaraporn Certified Public Accountant License No. 4523, or
3. Ms. Watoo Kayankannavee Certified Public Accountant License No. 5423

Ms. Watoo Kayankannavee has been assigned to be in charge of the
audit and to provide opinions on the Company’s financial statements. In
the event that Ms. Watoo Kayankannavee is unable to perform her duties,
Ms. Supannee Triyanantakul or Ms. Chonlaros Suntiasvaraporn would be
assigned to perform the audit and opine on the Company’s financial
statements. The Board of Directors proposes the Annual General
Shareholders Meeting to consider and approve the auditor’s
remuneration for the year 2017 at Baht 1,290,000. Out-of-pocket
expenses such as travelling expenses, fax and photocopying charges
will be charged to the Company at actual cost.

Resolution: The meeting passed a resolution approving the appointment of the auditor and the
auditor’s remuneration for the year 2017. The voting result was as follows:

Approved 103,228,151 Votes accounted for 100.00%

Not approved 0 Votes accounted for 0.00%

Abstained 2,000 Votes accounted for 0.00%

Total 103,230,151 Votes accounted for 100.00%

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A shareholder questioned
Why the auditor’s remuneration substantially increased?

The Chairman replied
The Company inquired EY Office Limited on this issue. The Chairman, therefore, advised the meeting that it
would be appropriate to let the representative of EY Office Limited answer this question.
The representative from EY Office Limited clarified that auditor’s remuneration was estimated from the
quantity of the assignments required CPA to completed in each year. However, the financial audit standards
were just amended by adding more assignments. This results in increase of auditor’s remuneration.

The Chairman also advised the meeting that EY Office Limited had not changed its remuneration for three
consecutive years. Therefore, EY Office Limited then requested to increase its auditor’s fees at once. In
addition, additional assignments also include a requirement from the Stock Exchanges of Thailand requiring
that the annual report of the Company must be also verified by the auditor.

Agenda Item 6: To consider and elect directors in place of those who are retiring by rotation
At the Annual General Meeting of Shareholders in 2016, one-third of directors must retire by rotation
according to the Company’s Articles of Association, Section 4 Article 22 reading as follows:

“At every Annual General Meeting of Shareholders, the directors shall retire from office at the rate of one-
third. If the number of directors is not divisible by three, the number closest to one-third shall retire.

Directors to retire from office in the first year and second year after the registration of the Company are
determined by a draw. For the following years, directors having been in office for the longest time shall be
the persons to retire from office.

Directors who retire by rotation according to this Article may be re-elected.”

The directors who retire by rotation at this Annual General Meeting of Shareholders are:

1. Mr. Suchitr Srivetbodee Deputy Chairman/Managing Director
2. Mr. Benjamin James Harris Non-Executive Director
3. Mr. Kulvech Janvatanavit Independent Director

As the Chairman is one of the retired directors, therefore, he appointed Mr. Rakchai Sakulteera to carry out
this agenda on behalf of himself. As reasonably practicable, the Chairman and Mr. Kulvech Janvatanavit
temporarily walked out of the meeting room.

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